International M&A and Joint Ventures

Australian Securities Exchange Merger In a highly public and controversial decision, on the recommendation of the Foreign Investment Review Board (FIRB), the Federal Treasurer rejected the proposed US$8.4 billion merger of the ASX with Singapore Exchange Ltd., on the basis that the merger was contra...

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Bibliographic Details
Published in:The International lawyer 2012-03, Vol.46 (1), p.63-79
Main Authors: Johnson, Phillip, Friis-O'Toole, Ben, Solomon, Ezekiel, Finch, Andrew, Thorup, Vagn, Madsen, Jacob Høeg, Kanta, William, Jahn, Thomas, Krause, Hartmut, de Boer, Duco, Wesseling, Anne-Mijke, Gottfried, Daniel L., Buckley, David J.
Format: Article
Language:English
Subjects:
Acquisitions & mergers
Acquisitions and mergers
Business Regulation
Business structures
Capital gains
Competition
Corporate regulation
Corporations
Income taxes
Joint ventures
Legal entities
Limited liability companies
Shareholders
Subsidiary companies
Surveys
Tax increases
Tax rates
Tender offers
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Summary:Australian Securities Exchange Merger In a highly public and controversial decision, on the recommendation of the Foreign Investment Review Board (FIRB), the Federal Treasurer rejected the proposed US$8.4 billion merger of the ASX with Singapore Exchange Ltd., on the basis that the merger was contrary to Australia's national interest.14 The decision indicates that, in addition to foreign state-owned acquirer and national security considerations, FIRB will likely scrutinize foreign persons' acquisitions of businesses that, in the Australian government's view, provide some function critical to the Australian economy. 2. The Panel stated that it will continue with its policy in relation to minimum bid price, including that it is likely to treat foreign money offered as consideration under a takeover bid as non-cash consideration, on the basis that foreign money must be exchanged before Australian shareholders are able to spend it, and its value varies over time.24 As such, if the bid consideration is foreign money and the bidder treats the bid as a cash bid, this may constitute "unacceptable circumstances.\n102 Although it was noted with some hesitation, the Delaware Chancery Court held that the enhanced Revlon duties are applicable where merger consideration is split 50/50 between cash and stock.
ISSN:0020-7810
2169-6578